organization · Reporting owner
Bayshore Capital LLC
Disclosed activity across 1 company
Sign in to followReported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| TERAWULF INC.WULF · Entity 3680 | 10% owner | February 28, 2023 | March 02, 2023 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
TERAWULF INC.
Report date February 28, 2023 · Filed March 02, 2023
Jointly reported with Pascual Bryan J.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common stock, $0.001 par value per shareSEC Table I · non-derivative | IndirectBy LLC | 18,083,348 |
Reported balance
After 2023-02-28 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2023-02-28 · Conversion · Acquired 2,157,006 · Balance 18,083,348 F1: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F4: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Convertible Promissory NoteSEC Table II · derivative / convertible security · Expires 2025-04-01 | IndirectBy LLC | Not disclosed |
Reported balance
After 2023-02-28 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2023-02-28 · Purchase · Acquired Not disclosed · Balance Not disclosed F1: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F4: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Convertible Promissory NoteSEC Table II · derivative / convertible security · Expires 2025-04-01 | IndirectBy LLC | 0 |
Reported balance
After 2023-02-28 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2023-02-28 · Conversion · Disposed Not disclosed · Balance 0 F1: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F4: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | IndirectBy Trust | 2,500 |
Reported balance
Holding disclosure · report date 2023-02-28 · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · Balance 2,500 F5: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. F6: As of the date of the acquisition of the Preferred Stock, the 2,500 shares of Preferred Stock reported on this report were convertible into 250,000 shares of Common Stock. The Preferred Stock does not expire. F7: The reported shares of Preferred Stock are held by the Trust. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| Warrants to Purchase Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $1.93 · Expires 2027-10-06 | IndirectBy LLC | 1,587,302 |
Reported balance
Holding disclosure · report date 2023-02-28 · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · Balance 1,587,302 F4: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Filing footnotes · ownership attribution and instrument terms
F1: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase.
F2: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing").
F3: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing.
F4: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F5: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events.
F6: As of the date of the acquisition of the Preferred Stock, the 2,500 shares of Preferred Stock reported on this report were convertible into 250,000 shares of Common Stock. The Preferred Stock does not expire.
F7: The reported shares of Preferred Stock are held by the Trust. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| February 28, 2023 Filed Mar 2, 2023 17:00 UTC | TERAWULF INC. WULF · Entity 3680 | ConversionConvertible Promissory Note · Derivative | Not disclosed | $0.00 | $862,802.00 |
DisclosureSEC source: 0001104659-23-027989 · tm238317-1_4seq1.xml · derivative · entry 5 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By LLC Disclosed balance after: 0 Underlying: Common Stock · 2,157,006 shares Expires 2025-04-01 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · derivative.exercise_price: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2 · derivative.exercise_price: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3 · derivative.exercise_price: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F4 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Read SEC document |
| February 28, 2023 Filed Mar 2, 2023 17:00 UTC | TERAWULF INC. WULF · Entity 3680 | PurchaseConvertible Promissory Note · Derivative | Not disclosed | $862,802.00 | $862,802.00 |
DisclosureSEC source: 0001104659-23-027989 · tm238317-1_4seq1.xml · derivative · entry 4 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By LLC Disclosed balance after: Not disclosed Underlying: Common Stock · Not disclosed shares Expires 2025-04-01 F1 · derivative.exercise_price: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2 · derivative.exercise_price: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3 · derivative.exercise_price: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F1 · derivative.underlying_shares: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2 · derivative.underlying_shares: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3 · derivative.underlying_shares: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F4 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Read SEC document |
| February 28, 2023 Filed Mar 2, 2023 17:00 UTC | TERAWULF INC. WULF · Entity 3680 | ConversionCommon stock, $0.001 par value per share | 2,157,006 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-23-027989 · tm238317-1_4seq1.xml · nonDerivative · entry 1 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By LLC Disclosed balance after: 18,083,348 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2 · kind: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3 · kind: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F1 · price: On November 25, 2022, Bayshore (defined below) purchased from the Issuer a Convertible Promissory Note with an aggregate original principal amount of $853,912.33 (as subsequently amended, the "Convertible Note"), which initially did not have a fixed conversion price and therefore was not a derivative security within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, at the time of the purchase. F2 · price: As amended, the Convertible Note accrued annual interest at a rate of 4% and was automatically convertible into equity securities of the Issuer on the third business day (the "Conversion Date") following the date on which stockholder approval of an increase in the Issuer's authorized Common Stock (defined below) is obtained (the "Stockholder Approval") at a conversion price equal to the lowest price per share paid by investors purchasing equity securities in any sale of equity securities by the Issuer between the issuance date of the Convertible Note and the Conversion Date with an aggregate gross sales price of not less than $5 million, subject to certain exclusions set forth in the Convertible Note (a "Qualified Financing"). F3 · price: On February 23, 2023, the Issuer received the Stockholder Approval and on February 28, 2023, the Conversion Date, the entire aggregate principal amount of the Convertible Note and approximately $8,890 of accrued but unpaid interest thereon was converted into an aggregate of 2,157,006 shares of Common Stock based on a conversion price of $0.40, which represents the lowest price per share paid by investors in a Qualified Financing. F4 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Read SEC document |
| October 06, 2022 Filed Oct 11, 2022 19:34 UTC | TERAWULF INC. WULF · Entity 3680 | PurchaseWarrants to Purchase Common Stock · Derivative | 1,587,302 | Not disclosed Strike: $1.93 | Not disclosed |
DisclosureSEC source: 0001104659-22-107811 · tm2228048-1_4seq1.xml · derivative · entry 3 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By LLC Disclosed balance after: 1,587,302 Underlying: Common Stock · 1,587,302 shares Expires 2027-10-06 F1 · kind: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately. F1 · price: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately. F2 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose. Read SEC document |
| October 06, 2022 Filed Oct 11, 2022 19:34 UTC | TERAWULF INC. WULF · Entity 3680 | PurchaseCommon stock, $0.001 par value per share | 1,587,302 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001104659-22-107811 · tm2228048-1_4seq1.xml · nonDerivative · entry 1 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By LLC Disclosed balance after: 15,926,342 F1 · kind: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately. F1 · price: Represents the purchase of 1,587,302 units of the Issuer ("Units"), with each Unit consisting of one share of Common Stock (defined below) and one warrant to purchase one share of Common Stock ("Warrants"), at a price of $1.26 per Unit for an aggregate purchase price of $2,000,000. The shares of the Common Stock and the Warrants comprising the Units were issued separately and are tradeable separately. F2 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock"), and warrants to purchase Common Stock are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the Issuer securities held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose. Read SEC document |
| April 11, 2022 Filed Apr 13, 2022 17:18 UTC | TERAWULF INC. WULF · Entity 3680 | PurchaseCommon stock, $0.001 par value per share | 158,629 | $7.88 | $1,249,996.52 |
DisclosureSEC source: 0001104659-22-045557 · tm2212667-1_4seq1.xml · nonDerivative · entry 1 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By LLC Disclosed balance after: 14,339,040 F1 · ownership.nature: The reported shares of common stock, $0.001 par value per share, of the Issuer ("Common Stock") are held Bayshore Capital LLC ("Bayshore"). The BJP Revocable Trust dated December 10, 2021 (the "Trust") is the sole member of Bayshore. Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Common Stock held by the Trust. Each of Bayshore, the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose. Read SEC document |
| March 15, 2022 Filed Mar 17, 2022 13:42 UTC | TERAWULF INC. WULF · Entity 3680 | PurchaseSeries A Convertible Preferred Stock · Derivative | 2,500 | $1,000.00 | $2,500,000.00 |
DisclosureSEC source: 0001104659-22-034909 · tm229568-5_4seq1.xml · derivative · entry 2 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By Trust Disclosed balance after: 2,500 Underlying: Common Stock · 250,000 shares Expires not disclosed F3 · derivative.exercise_price: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. F4 · derivative.exercise_price: As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Issuer's Preferred Stock does not expire. F3 · derivative.exercise_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. F4 · derivative.exercise_date: As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Issuer's Preferred Stock does not expire. F3 · derivative.expiration_date: Each holder of shares of the Issuer's Series A Convertible Preferred Stock (the "Preferred Stock") has the right, at its option and at any time, to convert all or a portion of the shares of Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (i) the sum of (x) the Liquidation Preference (as defined in the Certificate of Designations governing the Preferred Stock, initially $1,000) and (y) an amount equal to accumulated and unpaid Regular Dividends (as defined in the Certificate of Designations) on such shares of Preferred Stock, by (ii) the Conversion Price (as defined in the Certificate of Designations) in effect at such time, subject to customary antidilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar events. F4 · derivative.expiration_date: As of the date of the event requiring the filing of this report, the 2,500 shares of Preferred Stock reported on this report are convertible into 250,000 shares of Common Stock. The Issuer's Preferred Stock does not expire. F5 · ownership.nature: The reported shares of Preferred Stock are held by the BJP Revocable Trust dated December 10, 2021 (the "Trust"). Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary of the Trust and may be deemed to beneficially own the shares of Preferred Stock held by the Trust. Each of the Trust and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose. Read SEC document |
| March 15, 2022 Filed Mar 17, 2022 13:42 UTC | TERAWULF INC. WULF · Entity 3680 | OtherCommon stock, $0.001 par value per share | 3,542,021 | $0.00 | $0.00 |
DisclosureSEC source: 0001104659-22-034909 · tm229568-5_4seq1.xml · nonDerivative · entry 1 Pascual Bryan J. · CIK 0001897085 · 10% owner Bayshore Capital LLC · CIK 0001885426 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · By LLC Disclosed balance after: 14,180,411 F1 · kind: Represents a pro rata distribution for no additional consideration (the "Distribution") of 3,542,021 shares of common stock, $0.001 par value per share, of TeraWulf Inc. ("Common Stock") previously held by Bayshore Capital LLC ("Bayshore") to certain of its members, none of which are beneficially owned by Mr. Bryan Pascual. The Trust (defined below), of which Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary, is the controlling member of Bayshore and therefore Mr. Bryan Pascual continues to beneficially own the 14,180,411 shares of Common Stock held by Bayshore following the Distribution. F1 · price: Represents a pro rata distribution for no additional consideration (the "Distribution") of 3,542,021 shares of common stock, $0.001 par value per share, of TeraWulf Inc. ("Common Stock") previously held by Bayshore Capital LLC ("Bayshore") to certain of its members, none of which are beneficially owned by Mr. Bryan Pascual. The Trust (defined below), of which Mr. Bryan Pascual is the sole trustee and sole lifetime beneficiary, is the controlling member of Bayshore and therefore Mr. Bryan Pascual continues to beneficially own the 14,180,411 shares of Common Stock held by Bayshore following the Distribution. F2 · ownership.nature: Prior to the Distribution, the reported shares of Common Stock were previously directly held by Bayshore. The Trust (defined below) is the controlling member of Bayshore. Each of Bayshore and Mr. Pascual disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange of 1934, as amended, or for any other purpose. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.